Exhibit 4.1


 




	
   

  	
   

  	
  

  	
   

  	
   

  
	
  NUMBER

  	
   

  	
   

  	
  SHARES

  
	
  THIS CERTIFICATE IS
  TRANSFERABLE

  IN SOUTH SAINT PAUL,
  MN.

  	
   

  	
   

  	
  SEE
  REVERSE FOR IMPORTANT

  NOTICE
  ON TRANSFER RESTRICTIONS

  AND
  OTHER INFORMATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A LIMITED LIABILITY
  COMPANY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  CUSIP 894174 10 1

  
	
  THIS CERTIFIES THAT

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  is the owner of

  	
   

  	
   

  	
   

  	
   

  






 


FULLY PAID AND
NONASSESSABLE COMMON SHARES OF


 


TRAVELCENTERS OF AMERICA LLC


 


(the “Company”) transferable on the books of the Company
by the holder hereof in person or by its duly authorized attorney, upon surrender
of this Certificate properly endorsed. This Certificate and the common limited liability
company interests represented hereby are issued and shall be held subject to
all of the provisiod of the Amended and Restated Limited Liability Company
Agreement of the Company and any Bylaws adopted by the Company and any
amendments thereto. The holder of this Certificate and every transferee or
assignee hereof by accepting or holding the same agrees to be bound by all of
the provisions of the Amended and Restated Limited Liability Company Agreement
and any Bylaws of the Company, as amended from time to time. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.


 


IN WITNESS WHEREOF, the Company
has caused this Certificate to be executed on its behalf by its duly authorized
officers.


 


Dated:


 




	
  

  	
   

  	
  

  
	
  PRESIDENT

  	
   

  	
  SECRETARY

  






 


AMERICAN FINANCIAL
PRINTING INCORPORATED – MINNEAPOLIS


 


 


COUNTERSIGNED AND REGISTERED:


WELLS FARGO BANK, N.A.


 




	
  BY

  	
   

  	
  

  	
  TRANSFER AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  






 


 

















 


TRAVELCENTERS OF AMERICA LLC


 


IMPORTANT NOTICE


 


PURSUANT AND SUBJECT TO THE TERMS OF THE AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME (THE “LIMITED
LIABILITY COMPANY AGREEMENT”), THE COMPANY HAS THE AUTHORITY TO CREATE ONE OR
MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF ANY
EXISTING CLASS OR SERIES OF SHARES. THE COMPANY WILL FURNISH A STATEMENT OF (i)
THE AUTHORITY OF THE COMPANY TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES
AND ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE
TERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY APPLICABLE LAW, WITHOUT CHARGE TO ANY SHAREHOLDER
UPON REQUEST TO THE SECRETARY OF THE COMPANY.


 


THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE LIMITED
LIABILITY COMPANY AGREEMENT OR IN ANY BYLAWS ADOPTED BY THE COMPANY, AS AMENDED
FROM TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS OF THE LIMITED LIABILITY
COMPANY AGREEMENT WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF ANY CLASS
OR SERIES OF THE COMPANY’S SECURITIES BY ANY PERSON OR GROUP. THIS DESCRIPTION
OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE COMPANY’S SECURITIES IS
NOT COMPLETE. A MORE COMPLETE DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS
RIGHTS AND OBLIGATIONS OF SHAREHOLDERS APPEARS IN THE COMPANY’S LIMITED
LIABILITY COMPANY AGREEMENT OR BYLAWS (IF ANY), AS APPLICABLE, AND IN CERTAIN
OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE COMPANY
AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE COMPANY’S
LIMITED LIABILITY COMPANY AGREEMENT, BYLAWS (IF ANY) AND AGREEMENTS AFFECTING
THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME WILL
BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE
COMPANY.


 


The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 




	
  TEN COM

  	
  –

  	
  as tenants in common

  	
   

  	
  UTMA

  	
  –

  	
   

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
  –

  	
  as tenants by entireties

  	
   

  	
   

  	
   

  	
  under Uniform Transfers
  to Minors

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
  –

  	
  as joint tenants with right of survivorship

  	
   

  	
   

  	
   

  	
  Act  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and not as tenants in common

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  	
   

  	
   

  
													






 


Additional abbreviations
may also be used though not in above list.


 




	
  For value received

  	
   

  	
  hereby sell, assign, and transfer unto

  






 




	
  PLEASE INSERT SOCIAL
  SECURITY OR OTHER

  	
   

  	
   

  	
   

  	
   

  
	
  IDENTIFYING NUMBER OF
  ASSIGNEE

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Shares

  
	
  represented by the within Certificate, and do
  hereby irrevocably constitute and appoint

  
	
   

  	
   

  	
  Attorney to transfer the said

  
	
  shares on the books of the within-named Company
  with full power of substitution in the premises.

  






 




	
  Dated

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  X

  
	
   

  	
   

  	
  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
  SIGNATURE GUARANTEED

  	
   

  	
   

  
	
  ALL GUARANTEES MUST BE MADE BY A FINANCIAL
  INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE
  SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK
  EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES
  MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY
  PUBLIC ARE NOT ACCEPTABLE.